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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Tidewater Inc. 10-K 12/31/23 111:14M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.31M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 47K
3: EX-21 Subsidiaries List HTML 122K
4: EX-23.1 Consent of Expert or Counsel HTML 31K
9: EX-97 Clawback Policy re: Recovery of Erroneously HTML 50K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
15: R1 Document And Entity Information HTML 106K
16: R2 Consolidated Balance Sheets HTML 143K
17: R3 Consolidated Balance Sheets (Parentheticals) HTML 43K
18: R4 Consolidated Statements of Operations HTML 140K
19: R5 Consolidated Statements of Comprehensive Loss HTML 55K
20: R6 Consolidated Statements of Equity HTML 69K
21: R7 Consolidated Statements of Cash Flows HTML 166K
22: R8 Consolidated Statements of Cash Flows HTML 36K
(Parentheticals)
23: R9 Note 1 - Nature of Operations and Summary of HTML 137K
Significant Accounting Policies
24: R10 Note 2 - Acquisitions HTML 88K
25: R11 Note 3 - Revenue Recognition HTML 43K
26: R12 Note 4 - Debt HTML 87K
27: R13 Note 5 - Investment in Unconsolidated Affiliates HTML 72K
28: R14 Note 6 - Income Taxes HTML 164K
29: R15 Note 7 - Leases HTML 72K
30: R16 Note 8 - Assets Held for Sale, Asset Sales and HTML 79K
Asset Impairments
31: R17 Note 9 - Employee Retirement Plans HTML 179K
32: R18 Note 10 - Stock-based Compensation and Incentive HTML 92K
Plans
33: R19 Note 11 - Stockholders' Equity HTML 68K
34: R20 Note 12 - Commitments and Contingencies HTML 37K
35: R21 Note 13 - Accrued Expenses, Other Current HTML 58K
Liabilities, and Other Liabilities
36: R22 Note 14 - Segment and Geographic Distribution of HTML 131K
Operations
37: R23 Note 15 - Restructuring Charges HTML 70K
38: R24 Insider Trading Arrangements HTML 41K
39: R25 Significant Accounting Policies (Policies) HTML 188K
40: R26 Note 1 - Nature of Operations and Summary of HTML 80K
Significant Accounting Policies (Tables)
41: R27 Note 2 - Acquisitions (Tables) HTML 77K
42: R28 Note 4 - Debt (Tables) HTML 62K
43: R29 Note 5 - Investment in Unconsolidated Affiliates HTML 66K
(Tables)
44: R30 Note 6 - Income Taxes (Tables) HTML 157K
45: R31 Note 7 - Leases (Tables) HTML 73K
46: R32 Note 8 - Assets Held for Sale, Asset Sales and HTML 73K
Asset Impairments (Tables)
47: R33 Note 9 - Employee Retirement Plans (Tables) HTML 172K
48: R34 Note 10 - Stock-based Compensation and Incentive HTML 84K
Plans (Tables)
49: R35 Note 11 - Stockholders' Equity (Tables) HTML 59K
50: R36 Note 13 - Accrued Expenses, Other Current HTML 59K
Liabilities, and Other Liabilities (Tables)
51: R37 Note 14 - Segment and Geographic Distribution of HTML 127K
Operations (Tables)
52: R38 Note 15 - Restructuring Charges (Tables) HTML 67K
53: R39 Note 1 - Nature of Operations and Summary of HTML 97K
Significant Accounting Policies (Details Textual)
54: R40 Note 1 - Nature of Operations and Summary of HTML 43K
Significant Accounting Policies - Property Plant
and Equipment (Details)
55: R41 Note 1 - Nature of Operations and Summary of HTML 67K
Significant Accounting Policies - Earnings Per
Share Basic and Diluted (Details)
56: R42 Note 1 - Nature of Operations and Summary of HTML 46K
Significant Accounting Policies - Activity in the
Allowance for Credit Losses (Details)
57: R43 Note 2 - Acquisitions (Details Textual) HTML 119K
58: R44 Note 2 - Acquisitions - Assets Acquired (Details) HTML 48K
59: R45 Note 2 - Acquisitions - Provisional Amounts for HTML 69K
Acquired Assets and Liabilities (Details)
60: R46 Note 2 - Acquisitions - Proforma Results (Details) HTML 36K
61: R47 Note 2 - Acquistions - Recognized Identifiable HTML 56K
Assets Acquired and Liabilities Assumed (Details)
62: R48 Note 3 - Revenue Recognition (Details Textual) HTML 47K
63: R49 Note 4 - Debt (Details Textual) HTML 147K
64: R50 Note 4 - Debt - Summary of Debt Outstanding HTML 48K
(Details)
65: R51 Note 4 - Debt - Summary of Debt Outstanding HTML 36K
(Details) (Parentheticals)
66: R52 Note 4 - Debt - Interest and Debt Costs Incurred, HTML 36K
Net of Interest Capitalized (Details)
67: R53 Note 5 - Investment in Unconsolidated Affiliates HTML 56K
(Details Textual)
68: R54 Note 5 - Investment in Unconsolidated Affiliates - HTML 56K
Company Operations Due from Affiliates (Details)
69: R55 Note 5 - Investment in Unconsolidated Affiliates - HTML 44K
Company Operations Due to Affiliates (Details)
70: R56 Note 6 - Income Taxes (Details Textual) HTML 64K
71: R57 Note 6 - Income Taxes - Losses Before Income Tax HTML 40K
Domestic and Foreign (Details)
72: R58 Note 6 - Income Taxes - Components of Income Tax HTML 64K
Expense Benefit (Details)
73: R59 Note 6 - Income Taxes - Income Tax Expense Benefit HTML 66K
Reconciliation (Details)
74: R60 Note 6 - Income Taxes - Deferred Tax Assets and HTML 63K
Liabilities (Details)
75: R61 Note 6 - Income Taxes - Uncertain Tax Positions HTML 37K
and Income Tax Payable (Details)
76: R62 Note 6 - Income Taxes - Summary of Income Tax HTML 45K
Contingencies (Details)
77: R63 Note 7 - Leases (Details Textual) HTML 40K
78: R64 Note 7 - Leases - Operating Lease Assets and HTML 44K
Liabilities (Details)
79: R65 Note 7 - Leases - Maturity of Lease Liabilities HTML 51K
(Details)
80: R66 Note 7 - Leases - Lease Costs (Details) HTML 39K
81: R67 Note 7 - Leases - Lease Term and Discount Rate HTML 35K
(Details)
82: R68 Note 8 - Assets Held for Sale, Asset Sales and HTML 57K
Asset Impairments (Details Textual)
83: R69 Note 8 - Assets Held for Sale, Asset Sales and HTML 51K
Asset Impairments - Activity in Assets Held for
Sale (Details)
84: R70 Note 8 - Assets Held for Sale, Asset Sales and HTML 44K
Asset Impairments - Summary of Vessel Sales and
Gains on Sales of Vessels (Details)
85: R71 Note 9 - Employee Retirement Plans (Details HTML 77K
Textual)
86: R72 Note 9 - Employee Retirement Plans - Allocation of HTML 42K
Plan Assets (Details)
87: R73 Note 9 - Employee Retirement Plans - Pension Plan HTML 62K
Measured at Fair Value (Details)
88: R74 Note 9 - Employee Retirement Plans - Net Funded HTML 72K
Status (Details)
89: R75 Note 9 - Employee Retirement Plans - Accumulated HTML 36K
Benefit Obligations in Excess of Fair Value of
Plan Assets (Details)
90: R76 Note 9 - Employee Benefit Plans - Net Periodic HTML 47K
Benefit Costs (Details)
91: R77 Note 9 - Employee Retirement Plans - Amounts HTML 35K
Recognized In Other Comprehensive Income Loss
(Details)
92: R78 Note 9 - Employee Retirement Plans - Assumptions HTML 36K
of Net Periodic Costs (Details)
93: R79 Note 9 - Employee Retirement Plans - Expected HTML 44K
Benefit Payments (Details)
94: R80 Note 10 - Stock-based Compensation and Incentive HTML 76K
Plans (Details Textual)
95: R81 Note 10 - Stock-based Compensation and Incentive HTML 33K
Plans - Common Stock Shares Reserved for Issuance
and Shares Available for Grant (Details)
96: R82 Note 10 - Stock-based Compensation and Incentive HTML 66K
Plans - Share based Compensation Restricted Stock
and Restricted Stock Units Activity (Details)
97: R83 Note 11 - Stockholders' Equity (Details Textual) HTML 119K
98: R84 Note 11 - Stockholders' Equity - Stock by Class HTML 44K
(Details)
99: R85 Note 11 - Stockholders' Equity - Changes in HTML 54K
Accumulated Other Comprehensive Income (Loss)
(Details)
100: R86 Note 13 - Accrued Expenses, Other Current HTML 41K
Liabilities, and Other Liabilities - Summary of
Accrued Expenses (Details)
101: R87 Note 13 - Accrued Expenses, Other Current HTML 37K
Liabilities, and Other Liabilities - Summary of
Other Current Liabilities (Details)
102: R88 Note 13 - Accrued Expenses, Other Current HTML 40K
Liabilities, and Other Liabilities - Other
liabilities and Deferred Credits (Details)
103: R89 Note 14 - Segment and Geographic Distribution of HTML 33K
Operations (Details Textual)
104: R90 Note 14 - Segment and Geographic Distribution of HTML 97K
Operations - Segment Reporting Information
(Details)
105: R91 Note 14 - Segment Information, Geographical Data HTML 41K
and Major Customers - Entity Wide Major Customer
(Details)
106: R92 Note 15 - Restructuring Charges - Activity for HTML 47K
Lease Exit and Severance Liabilities (Details)
108: XML IDEA XML File -- Filing Summary XML 209K
111: XML XBRL Instance -- tdw20231231_10k_htm XML 3.36M
107: EXCEL IDEA Workbook of Financial Report Info XLSX 193K
11: EX-101.CAL XBRL Calculations -- tdw-20231231_cal XML 274K
12: EX-101.DEF XBRL Definitions -- tdw-20231231_def XML 1.99M
13: EX-101.LAB XBRL Labels -- tdw-20231231_lab XML 1.78M
14: EX-101.PRE XBRL Presentations -- tdw-20231231_pre XML 2.04M
10: EX-101.SCH XBRL Schema -- tdw-20231231 XSD 323K
109: JSON XBRL Instance as JSON Data -- MetaLinks 696± 1.12M
110: ZIP XBRL Zipped Folder -- 0001437749-24-006108-xbrl Zip 658K
Exhibit 97
POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
|
I. |
OVERVIEW |
In accordance with the applicable rules of the New York Stock Exchange Listed Company Manual (the “NYSE Rules”), Section 10D and Rule 10D-1 (“Rule 10D-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors (the “Board”) of Tidewater Inc., (the “Company”) has adopted this Policy (the “Policy”) to provide for the recovery of erroneously awarded Incentive-based Compensation from Executive Officers. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section IV below.
|
II. |
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION |
A. Compensation Recovery Process. In the event of an Accounting Restatement, the Compensation & Human Capital Committee of the Board (the “Committee”) of the Board will reasonably promptly recover the Erroneously Awarded Compensation Received in accordance with the NYSE Rules and Rule 10D-1 as follows:
1. After an Accounting Restatement, the Committee shall determine the amount of any Erroneously Awarded Compensation Received by each Executive Officer and shall promptly notify each Executive Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation, as applicable. For Incentive-based Compensation based on (or derived from) the Company’s stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement:
(a) The amount to be repaid or returned shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the Company’s stock price or total shareholder return upon which the Incentive-based Compensation was Received; and
(b) The Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation as required to the NYSE Rules.
2. The Committee shall have discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances, including by (a) requiring an Executive Officer to repay such amount to the Company, (b) offsetting an Executive Officer’s other compensation, or (c) such other means or combination of means as the Committee, in its sole discretion, determines to be appropriate. Notwithstanding the foregoing, except as set forth in Section II.B below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.
3. To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy.
4. To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.
B. Recovery Limitations. Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section II.A above if the Committee (which, as specified above, is composed entirely of independent directors or in the absence of such a committee, a majority of the independent directors serving on the Board) determines after exercising a normal due process review of all the relevant facts and circumstances and taking all steps required by Exchange Act Rule 10D-1 and any applicable exchange listing standard, the Committee determines that recovery of the Erroneously Awarded Compensation would be impracticable because one of the following conditions is met:
1. The Committee has determined that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Compensation, documented such attempt(s) and provided such documentation to the NYSE; or
2. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and all regulations thereunder.
C. Prohibition on Indemnification. The Company shall not be permitted to insure or indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Executive Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the effective date of this Policy).
D. Other Recovery Rights. This Policy shall be binding and enforceable against all Executive Officers and, to the extent required by applicable law or guidance from the SEC or NYSE, their beneficiaries, heirs, executors, administrators or other legal representatives. The Committee intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.
|
III. |
DISCLOSURE, ADMINISTRATION, AMENDMENT |
A. Disclosure Requirements. The Company shall file all disclosures with respect to this Policy required by applicable U.S. Securities and Exchange Commission (“SEC”) filings and rules.
B. Administration and Interpretation. This Policy shall be administered by the Committee, and any determinations made by the Committee shall be final and binding on all affected individuals. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy and for the Company’s compliance with NYSE Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or NYSE promulgated or issued in connection therewith. Any members of the Committee or any other non-management members of the Board who assist in the administration of this Policy, shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the extent possible under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy.
C. Amendment or Termination. The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section III.C to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after considering any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or NYSE rule.
|
IV. |
DEFINITIONS |
For purposes of this Policy, the following capitalized terms shall have the meanings below.
A. “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement). As of the effective date of this Policy (but subject to changes that may occur in accounting principles and rules following the effective date), an Accounting Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
B. “Clawback Eligible Incentive Compensation” means all Incentive-based Compensation Received by an Executive Officer (i) on or after October 2, 2023, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period.
C. “Clawback Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined below), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years.
D. “Erroneously Awarded Compensation” means, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation (calculated on a pre-tax basis) that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the Financial Reporting Measures as reflected in the Accounting Restatement.
E. “Executive Officer” means each individual who is currently or was previously designated as an “officer” of the Company as defined in Rule 16a-1(f) or Rule 3b-7, in each case, under the Exchange Act. For the avoidance of doubt, the identification of an executive officer for purposes of this Policy shall include each executive officer who is or was identified pursuant to Item 401(b) of Regulation S-K, as well as the principal financial officer and principal accounting officer (or, if there is no principal accounting officer, the controller).
F. “Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including “non-GAAP” financial measures), and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. Examples of additional Financial Reporting Measures include measures based on revenues, net income, operating income, financial ratios, EBITDA, liquidity measures, or return measures (such as return on assets). For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.
G. “Incentive-based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure; provided, however, it does not include: (i) base salaries; (ii) discretionary cash bonuses; (iii) awards (either cash or equity) that are based upon subjective, strategic or operational standards; and (iv) equity awards that vest solely on the passage of time.
H. “NYSE” means the New York Stock Exchange.
I. “Received” means, with respect to any Incentive-based Compensation, actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation to the Executive Officer occurs after the end of that period.
J. “Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
Adopted and approved by the Compensation & Human Capital Committee and the Board of Directors effective September 13, 2023.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/29/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | 4 | |||
| 9/13/23 | ||||
| List all Filings | ||||